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HomeMy WebLinkAboutP-23-006 Health Management Associates.pdf AGREEMENT NUMBER: P-23-006 November 22,2022 HEALTH MANAGEMENT ASSOCIATES August 19, 2022 Ahmad Bahrami Division Manager-Public Behavioral Health/Equity Services Manager Fresno County Department of Behavioral Health 4441 East Kings Canyon Rd Fresno, CA 93703 Re: Support for Multipronged Approach to SUD and Overdose; Fresno County Prevention to Overdose Response Dear Ahmad: Below is an updated proposal from Health Management Associates (HMA)to provide consulting services related to substance use, and in particular increases in overdoses and methamphetamine use in Fresno County. HMA proposes to support the Fresno County Department of Behavioral Health (FDBH) and its partners to implement a multipronged, cross-continuum approach to this issue. This approach will support the county to achieve the following overarching goals: 1. Understand the assets and gaps in Fresno County regarding the substance use disorder and overdose response continuum from prevention to intervention,treatment, harm reduction and recovery. 2. Build a collective, unified cross-sector coalition for prevention, treatment, response and recovery of substance use disorders and overdoses with a common agenda, and mutually reinforcing activities. 3. Develop a three-to-five-year strategic action plan for prevention,treatment,response and recovery of substance use disorders and overdoses. 4. Implement emergency preparedness tabletop exercises with a group of identified Fresno County partners to prepare them for coordinated, effective response to overdose events in the county. To achieve these goals there are several activities for which HMA will provide support and coaching to the Fresno County partners. These are outlined below in the Scope of Services. SCOPEOF HMA will provide the following services and any other activities, as requested: Understand the assets and gaps in Fresno County regarding the substance use disorder and overdose response continuum from prevention to intervention,treatment, harm reduction, and recovery HMA will work with FDBH and partners to conduct an assets and gaps assessment in Fresno County by completing the following activities related to prevention and early intervention: 12o NORTH WASHINGTON SQUARE,SUITE 705,LANSING,MI 48933 TELEPHONE:517.482.92361 FAX:517.482.0920 W W W.HEALTHMANAGEMENT.COM AGREEMENT NUMBER: P-23-006 November 22,2022 Fresno County Department of Behavioral Health 8/19/2022 Page 2 o Interviewing up to eight substance use prevention professionals in the county to learn about prevention activities, resources and needs o Reviewing documents,websites,or other resources related to substance use prevention efforts in the county o Reviewing substance use prevention related messaging and marketing materials o Conducting a brief literature review and preparing a summary on cross-sector substance use prevention best and promising practices in communities, including public education and awareness campaigns o Facilitating a convening of cross-sector prevention partners to review findings of the assets and gaps assessment for substance use prevention in Fresno County and to prepare and prioritize recommendations for Fresno County partners to advance as part of their strategic action plan ■ HMA will work with FDBH and partners to conduct an assets and gaps assessment in Fresno County by completing the following activities related to overdose response in the county: o Interviewing up to eight Fresno County partners in public health, emergency response, harm reduction, FDBH, and other sectors identified by public health about overdose response concerns, activities, assets, and gaps in the county o Identifying harm reduction materials and messaging, naloxone availability, and other relevant information to overdose response in the community o Summarizing literature on emergency preparedness and response to overdose in communities o Facilitating a convening of cross-sector partners to review findings of the assets and gaps assessment and to prepare a plan for implementing emergency preparedness tabletop exercises and to prepare and prioritize recommendations for partners to advance as part of their strategic action plan ■ HMA will work with FDBH to update information on the treatment and recovery activities, assets, and gaps in the county to build on information already known from HMA's work in the county under the State Opioid Response Grant funding and the Transitions of Care project that ended in March 2021. ■ HMA will prepare a report and presentation on the assets and gaps in Fresno County regarding the substance use disorder and overdose response continuum from prevention to intervention, treatment, harm reduction and recovery.This report will map out what Fresno County has and needs, as well as how to leverage existing resources in a way that maximizes results. Included in this report will be a summary of recommendations from Fresno County partners for cross sector activities on which to focus efforts and resources-especially as it relates to prevention, early intervention, and response to overdose. Build a collective, unified,cross-sector coalition for prevention,treatment, response,and recovery of substance use disorders and overdoses with a common agenda and mutually reinforcing activities, shared measurement, and a communication plan ■ Utilizing the Collective Impact Framework as a guide, HMA will work with Fresno County partners to support the development of a common agenda, shared goals, mutually reinforcing activities, and shared measurement across partners in the county. HMA will support Fresno County partners by: Project#202214 AGREEMENT NUMBER: P-23-006 November 22,2022 Fresno County Department of Behavioral Health 8/19/2022 Page 3 o Providing an overview of the collective impact framework to Fresno County partners o Facilitating a discussion to identify a common agenda for the collective work of the partners in prevention,treatment, response and recovery of substance use disorders and overdoses, as well as to understand their respective roles within that work o Facilitating a discussion to formalize expectations and norms for the group for ongoing work together, including how the group will continue to sustain and support their collective work, communicate with one another, be accountable to one another, etc. Develop a three-to-five-year strategic action plan for prevention,treatment, response,and recovery of substance use disorders and overdoses ■ HMA will work with Fresno County partners to develop a three-to-five-year action plan with a particular focus on upstream prevention activities and overdose response activities, but also incorporating ongoing support of goals identified as part of the treatment and recovery ecosystem (under the SOR I Transitions of Care project). HMA will support development of the action plan by: o Facilitating the identification of mutually reinforcing activities that each cross sector partner may engage in which advances the common agenda o Facilitating the development of a logic model/theory of change and identification of shared measures for the activities in the plan ■ HMA will prepare a final draft of the plan for approval by the Fresno County partners. ■ HMA will provide subject matter expertise to the development of recommendations and activities to ensure alignment with evidence-based or promising practices, utilizing experts in HMA's Institute on Addiction. Implement emergency preparedness tabletop exercises with a group of identified Fresno County partners to prepare them for a coordinated,effective response to overdose events in the county ■ HMA will work with Fresno County partners to create six training scenarios and modules to be used in community tabletop exercises that prepare community partners for a coordinated response,debrief, and application of lessons learned to overdose events in Fresno County. HMA will support Fresno County partners by: o Preparing scenarios and training materials o Facilitating one half-day tabletop exercise for leadership of key partner organizations involved in overdose response o Facilitating one half-day tabletop exercise for staff of key partner organizations DELIVERABLES Pursuant to the Scope of Services discussed above,we will provide the following deliverables: Deliverable Description Date Fresno County Assets and Gaps Participant lists,agendas, notes,slide decks, By no later 1. Assessment Interviews and and recommendations for prevention and than 12/31/22 Convening Materials overdose response Project#202214 AGREEMENT NUMBER: P-23-006 November 22,2022 Fresno County Department of Behavioral Health 8/19/2022 Page 4 Deliverable Description Date 2. Fresno County Assets and Gaps Report summarizing findings from By no later Assessment assessment, recommendations than 01/31/23 Participant lists,agendas, notes,slide decks, 2 Fresno County Partner facilitation plans, common agenda, roles of By no later Meetings for Collective Impact than 03/31/23 partners Three-to-five-year plan with mutually Fresno County Strategic Action reinforcing activities identified for each By no later 3' Plan partner/sector, logic model,and shared than 06/30/23 measures,timeline Modules with overdose PowerPoint slide deck and accompanying By no later S. scenarios relevant to Fresno Word file of modules with overdose than 06/30/23 County scenarios relevant to Fresno County Tabletop exercises created and PowerPoint slide deck and accompanying By no later 6. available for use by FDBH and Word file of modules and components of than 06/30/23 stakeholders tabletop exercise for use by FDBH Communication/Educational Communication materials to FDBH on harm Throughout 4. Materials reduction, OUD, SUD project Shannon Breitzman will serve as the project manager and will ensure timely completion of deliverables, coordinate team activities, and provide consistent communication with Fresno County Department of Behavioral Health. Margot Swift and Elizabeth Tenney will provide project support.Additional HMA staff will provide services for the project as subject matter experts as appropriate. SCHEDULE & TERM OF This Agreement will begin upon approval of a contract and shall continue in effect until June 30, 2022, unless terminated earlier by either party giving the other party thirty(30) days written notice of termination. If this Agreement is terminated by a party's written notice of termination,you agree to compensate HMA for all services rendered prior to HMA's actual knowledge of termination and for all out-of-pocket expenses incurred to date.The staffing arrangements and the scope of work stated in this letter apply to this project only. PROJECT The services described above will be provided on a time-and-materials basis. In addition, all out-of- pocket expenses will be reimbursed. Professional hourly rates and travel time will be billed as indicated in the table below. Based on the currently available information, we estimate professional fees and travel time of$80,000, including expenses.At this time, no expenses or travel time are anticipated for the services described above. As the project progresses, additional requests are made, or the scope evolves, we will provide updated estimates on the overall professional fees and expenses if necessary. We will submit invoices monthly for services provided in the previous month.These invoices will be payable upon receipt. Project#202214 AGREEMENT NUMBER: P-23-006 November 22,2022 Fresno County Department of Behavioral Health 8/19/2022 Page 5 Title 2022 Professional Hourly Rates Physician Principal $425 Principal $350 Consultant $205 Research Associate $160 HMA billing rates increase on January 1 of each calendar year unless agreed otherwise in writing. CONFIDENTIALITY, NON-DISCLOSURE, • HMA often serves multiple clients within a certain industry or market, including those with potentially opposing interests, and HMA's relationship with you will not be an exclusive relationship.Accordingly, HMA may have served, may currently be serving, or may in the future serve, other companies whose interests may be adverse to yours. In all such situations, HMA is committed to maintaining the confidentiality of each client's information, and ensuring that your interests, proprietary and otherwise, are protected.To that end, HMA strictly adheres to our Policy and Guidelines Related to Conflicts of Interest and Proprietary Information which contain nondisclosure procedures (such as firewall protocols and other safeguards)for the purpose of maintaining each client's confidential information and ensuring that your interests are protected. Both parties acknowledge that, in the course of performing work under this Agreement, a party may learn of or receive confidential,trade secret, or other proprietary information concerning the other party or third parties to whom the party has an obligation of confidentiality (Confidential Information). Each party agrees to take at least such reasonable precautions to protect the other party's Confidential Information as it takes to protect its own Confidential Information and agrees to not disclose to any third party any Confidential Information belonging to the other party. All services will be performed by HMA as an independent contractor.This Agreement does not create a relationship between the parties of employment,joint venture, or agency.You agree that,for a period of two (2)years from the date of termination of this Agreement, neither you nor any of your representatives will entice away, solicit for employment, or employ any current or former employee of HMA without the express written consent of HMA. With prior notice, HMA may change the staff assigned to provide the Consulting Services with staff of equal abilities and qualifications. HMA may enter into subcontractor agreements for the performance of the services. Attached are our standard terms and conditions for the provision of services ("Terms and Conditions"), which are incorporated into this Letter Agreement.This Letter Agreement and the Terms and Conditions will constitute the entire agreement between HMA, and Fresno County Department of Behavioral Health related to the project described above.We are happy to discuss the proposed services and terms with you or provide any additional information you may require. The proposed services, staffing arrangements, and this Letter Agreement are valid for sixty days from the date of HMA's signature, after which the project fees and staff availability may be subject to change. Project#202214 AGREEMENT NUMBER: P-23-006 November 22,2022 Fresno County Department of Behavioral Health 8/19/2022 Page 6 If this Letter Agreement is acceptable to you, please sign and return to HMA's contracts director,Jeff DeVries via email,fax, or mail to the following address. Jeff DeVries Health Management Associates 120 N. Washington Square,Suite 705 Lansing, MI 48933 contracts@healthmanagement.com 517-482-0920 (fax) Questions can be directed to me at 720-638-6714 or sbreitzman@healthmanagement.com. Sincerely, Shannon Breitzman Principal Approved by: Digitally signed by Gary Cornuelle Cary Cornuelle Date:2022.11.23 09:12:22-08'00' Kelly Johnson,Chief Administrative Officer For Fresno County Department of Health Management Associates, Inc. Behavioral Health August 19, 2022 Date Date Please complete for invoicing purposes: Name: Address: Phone: E-Mail: ❑ Receive invoices via e-mail Project#202214 AGREEMENT NUMBER: P-23-006 November 22,2022 TERMS AND CONDITIONS 4.Liability;Disclaimer of Warranty. 1.Compensation and Expenses. You agree to compensate HMA A.Subject to the limitations of this Section 4,each party for the services to be provided by HMA("Consulting Services")in agrees to be responsible for its own negligence,gross negligence, accordance with the compensation schedule set forth in the Letter or deliberately wrongful acts and omissions and neither party will Agreement(the"Fees").At its discretion,HMA may change the be liable to the other for consequential,punitive,special, compensation schedule from time to time provided that(a)HMA incidental,and exemplary loss,damage or expenses(or for may not change compensation quoted as a fixed price for an entire business interruption,lost business,lost profits or lost savings), project for specified Consulting Services,and (b)individual hourly whether based on breach of contract,tort(including negligence), billing rates set forth in the Letter Agreement may not be strict liability,product liability,under statute or otherwise,even if increased more than once in any calendar year.You also agree to it has been advised of the possibility of such damage. pay directly,or reimburse HMA,for HMA's reasonable and necessary out of pocket expenses incurred in rendering Consulting B.Your exclusive remedy,and HMA's sole obligation,for Services. Such reasonable and necessary expenses may include any breach of this Agreement will be for HMA,upon receipt of without limitation the expenses of telephone,photocopying,data written notice from you,to use commercially reasonable efforts to acquisition,data generation,travel,lodging,meals,postage, cure the breach at its own expense,or, if HMA is unwilling or overnight mail,and relevant supplies. HMA's expenses will be unable to do so,to return any Fees paid to it by you for the paid or reimbursed at HMA's cost,without any markup,margin, Consulting Services related to such breach. or profit to HMA. C.The limit of HMA's liability(whether in contract,tort, 2.Billing and Payment. At such intervals as are set forth in the negligence,strict liability,product liability,under statute or Letter Agreement,HMA will send billing statements to you with a otherwise)to you or to any third party concerning performance or reasonable itemization of the Consulting Services performed by non-performance by HMA,or in any manner related to this HMA,the expenses incurred by HMA,and the Fees payable by Agreement,for any and all claims,will not in the aggregate exceed you for such Consulting Services. HMA's invoices are due upon the Fees and expenses paid by you to HMA hereunder. receipt and beee e past due thiAy(30)days after receipt Past D.All Consulting Services provided pursuant to this a..o inveiees shall be subject to late ehafges e f one pereent( 0%) Agreement are provided on an"as is"basis. HMA makes and p�^'' . Until further notice from you,HMA's billing gives no warranty concerning the Consulting Services,express or statements are to be sent by email,fax,and/or regular mail to the implied,including any implied warranties of fitness for a addressee of the Letter Agreement. You agree to pay each HMA particular purpose,all of which are hereby disclaimed. billing statement in Net 45 days E.This Section 4 will survive any termination of this billing +a.omon. Payments to HMA are preferred via electronic Agreement. funds transfer(Bank:Bank of America,Account no.375011515507 Account name:Health Management Associates,Inc.Routing no. 5.Taxes. Each party is solely and completely responsible for any 072000805 Wire routing no.026009593),or,unless otherwise and all income taxes due and owing by it to any governmental directed by HMA,mailed to the following address: entity or agency(local,state and/or federal)on any monies or Becky Reffitt,Senior Accountant compensation received by it. This paragraph will survive any Health Management Associates,Inc. termination of this Agreement. 120 North Washington Square,Suite 705 6.Work Product&Residuals. Lansing, Michigan 48933 A.Definitions.The definitions set forth in this Section 3.Contacts and Notices. For the purposes of this Agreement,each 6(A)shall apply to this Agreement: party agrees to identify a primary contact person to whom all (i) "Preexisting Work"shall mean all of a party's content, Agreement matters and notices may be communicated. A party expression,materials,documentation,software and technology may change its contact person from time to time by written notice possessed by the party prior to this Agreement or developed to the other party. Notice from one party to another relating to independently of this Agreement. this Agreement is effective if made in writing(including fax and email)and delivered to the recipient's address,fax number,or (ii) "Residuals" shall mean all of HMA's ideas,know-how, email address. Until further notice,HMA's primary contact approaches,methodologies,concepts,skills,tools,techniques and person and notice addresses are: processes,and all intellectual property rights such as patent, trademark,and copyright,irrespective of whether possessed by Jeffrey M. e Contracts Director HMA prior to,or acquired,developed or refined by HMA under Health Management t Associates,Inc. 120 North Washington Square,Suite 705 this Agreement. Lansing, Michigan 48933 (iii) "Work Product" shall mean all written,graphic,stored, Fax 517-482-0920 and/or recorded materials prepared or generated in connection E Mail:jdevries@healthmanagement.com with HMA's Consulting Services,whether individually by HMA Until further notice,your primary contact person and notice or jointly with you. addresses are the addressee of the Letter Agreement. B.Except as otherwise set forth in this Agreement and subject to the timely fulfillment of your payment obligations under this Agreement,you are,and shall be,the sole and exclusive AGREEMENT NUMBER: P-23-006 November 22,2022 owner of all right,title and interest in and to the Work Product; 9.Publicity. HMA may,in the context of a written list provided,however,that you hereby grant HMA a license to use, containing its clients,publish the fact that you are its client. copy,modify,prepare derivative works and otherwise commercially exploit in any way HMA deems fit(but subject to 10. Severability. If any clause,portion,provision,concept,or applicable confidentiality obligations)all such Work Product free section of this Agreement is legally unenforceable or invalid for of additional charge and on an irrevocable,nonexclusive, any reason,the parties acknowledge and agree that such sublicensable,fully paid-up,royalty-free,worldwide and unenforceability or invalidity shall not affect the enforceability or validity of the remainder of the Agreement. perpetual basis. C. Notwithstanding the foregoing,HMA shall retain all 11.Governing Law. This Agreement will be construed,governed, right,title and interest in and to the Residuals and HMA's and enforced in accordance with the laws of the State of Michigan Preexisting Work.To the extent HMA has incorporated any of the without giving effect to any choice or conflict of law provision or Residuals or HMA's Preexisting Work into the Work Product, rule. The parties agree that,for purposes of jurisdiction and venue,all litigation arising under or in connection with this HMA grants to you an irrevocable,nonexclusive,perpetual Agreement will be conducted in courts located in the State of (except as set forth in Section 6(D))paid-up,worldwide license to use,copy,modify and prepare derivative works of such Residuals Michigan. and Preexisting Work for your internal business purposes.You 12.Entire Agreement and Amendments. These Terms and may not distribute or sublicense such Residuals or Preexisting Conditions and the attached Letter Agreement constitute the Work to any third party,except to independent contractors who entire Agreement of the parties pertaining to the Consulting will use such Residuals and/or Preexisting Work solely for the Services,and this Agreement supersedes and cancels all previous benefit of you,and who have entered into a written agreement written or oral negotiations,proposals,agreements,or containing confidentiality provisions at least as protective of representations relating to the subject matter of the Consulting HMA's confidential information as those set forth in this Services. This Agreement may not be amended unless the Agreement or other confidentiality agreement between you and amendment is in writing and signed by both you and HMA. HMA. 13.Assignment. Neither party may assign this Agreement D.If this Agreement is terminated due to your breach,all without the prior written consent of the other party,which consent licenses granted to you hereunder shall terminate and any may be granted or withheld for any reason or no reason. ownership right that you may have in or to the Work Product shall However,if a party is sold(through a sale of substantially all of its automatically revert to HMA. stock,membership interests,and/or assets),the sale transaction will not be treated as an assignment,the prior written consent of E.HMA retains the right to use any generalized the other party is not required,and the selling party's successor in knowledge,ideas,concepts,techniques,methodologies,practices, interest will be recognized as a party to this Agreement. processes and know-how learned by its personnel in the course of performing the Consulting Services under this Agreement,which 14.Non-Waiver. The failure of a party to insist in any one or more are retained in intangible form in the unaided memory of HMA's instances upon performance of any of the provisions of this personnel,without any obligation to account to you.If during the Agreement, or the failure of a party to pursue its rights under this performance of this Agreement,you suggest to HMA any new Agreement, will not be construed as a waiver of any such features,concepts or improvements related to or based upon provisions or the relinquishment of any such rights. HMA's Preexisting Work or Residuals or the Work Product(the 15. Counterparts. This Agreement may be executed and delivered "Enhancements"),the Enhancements shall be the sole and in two(2)or more counterparts(including by facsimile or PDF), exclusive property of HMA and shall be free from the each of which shall be deemed an original and all of which confidentiality restrictions provided in the Agreement. together shall constitute one and the same instrument. 7.HIPAA. The parties understand and agree that this Agreement is subject to the Health Insurance Portability and Accountability Act of 1996("HIPAA")and the Privacy Regulations, 45 C.F.R.Parts 160 and 164 issued under HIPAA. The parties agree to comply with HIPAA and the regulations issued under HIPAA and to execute any documents that may be required by HIPAA or the HIPAA Privacy Regulations. 8.Force Majeure. If, due to circumstances beyond the control of a party(such as war,act of God,flood,severe adverse weather conditions,riots,strikes,labor stoppages,natural disaster or fire), a party is unable to perform its obligations under this Agreement, then it will not be liable to the other party for failure to perform if it has,in good faith,used its best efforts to perform under the circumstances. A party will resume performance as soon as reasonably practical after the cessation of the circumstances that prevented its performance.